SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

          |x| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                For the quarterly period ended September 30, 2003

                                       OR

             |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                        Commission File Number 000-22327

                                  CONCERO INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                         74-2796054
  (State or other jurisdiction                            (I.R.S. employer
of incorporation or organization)                        identification no.)

                                40 Fulton Street
                            New York, New York 10038
          (Address of principal executive offices, including zip code)

                                 (212) 513-7777
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is an "accelerated filer" (as
defined in Exchange Act Rule 12b-2). Yes |_| No |X|

The number of shares of common stock outstanding of the registrant on November
17, 2003 was 10,237,890.


                                     Page 1
<PAGE>

                                  Concero Inc.
                                      Index

<TABLE>
<CAPTION>
                                                                                                              Page
<S>                                                                                                            <C>
                                          PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

     Condensed Consolidated Statement of Net Assets in Liquidation (Liquidation Basis) as of
         December 31, 2002 and September 30, 2003...............................................               3

     Condensed Consolidated Statement of Changes in Net Assets in Liquidation (Liquidation
         Basis) for the Three Months Ended September 30, 2002 and for the Three and Nine
         Months Ended September 30, 2003........................................................               4

     Condensed Consolidated Statement of Operations (Going Concern) for the  Six Months
         Ended June 30, 2002....................................................................               5

     Condensed Consolidated Statement of Cash Flows (Going Concern) for the Six Months Ended
         June 30, 2002..........................................................................               6

     Notes to Consolidated Financial Statements.................................................               7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
          Operations............................................................................               10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.............................               13
Item 4.  Controls and Procedures................................................................               13

                                       PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.......................................................               15

Signatures......................................................................................               15
</TABLE>


                                     Page 2
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                  CONCERO INC.
               Consolidated Statement of Net Assets in Liquidation
            (Liquidation Basis) (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                            December 31, 2002    September 30, 2003
                                                            ---------------------------------------
                                                                                    (Unaudited)
<S>                                                              <C>                  <C>
Assets

      Cash                                                       $ 4,670              $ 5,978

      Short-term investments                                       1,991                    0

      Assets held for sale                                           348                    0

      Other assets                                                   193                  189
                                                            ---------------------------------------

Total Assets                                                     $ 7,202              $ 6,167

Liabilities

      Accounts payable                                                24                   97

      Accrued expenses and other liabilities                       2,770                1,279
                                                            ---------------------------------------

Net assets in liquidation                                        $ 4,408              $ 4,791
                                                            =======================================

Shares used                                                       10,377               10,386

Net assets in liquidation per share of common stock              $  0.42              $  0.46
                                                            =======================================

<CAPTION>
Supplemental Cash Information  (Three Months and Nine       Three Months Ended    Nine Months Ended
Months Ended September 30, 2003) (Unaudited)                September 30, 2003   September 30, 2003
                                                            =======================================
<S>                                                              <C>                  <C>
Changes in cash and cash equivalents

      Cash receipts from liquidation of assets and other         $     0              $ 2,010

      Payment of accounts payable and accrued liabilities           (273)                (702)
                                                            ---------------------------------------

Net changes in cash and cash equivalents                         $  (273)             $ 1,308
                                                            =======================================
</TABLE>

See accompanying notes.


                                     Page 3
<PAGE>

                                  CONCERO INC.
         Consolidated Statement of Changes in Net Assets in Liquidation
                       (Liquidation Basis) (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended         Nine Months Ended
                                                                September 30,             September 30,
                                                            2002             2003             2003
                                                       --------------------------------------------------
<S>                                                        <C>              <C>              <C>
Net assets as of beginning of period                       $3,850           $4,791           $4,408
                                                       --------------------------------------------------

Changes in estimated liquidation values

       Accrued expenses and other liabilities                   0                0              383
                                                       --------------------------------------------------

Net change in estimated liquidation value                       0                0              383
                                                       --------------------------------------------------

Net assets in liquidation as of end of period              $3,850           $4,791           $4,791
                                                       ==================================================
</TABLE>

See accompanying notes.


                                     Page 4
<PAGE>

                                  CONCERO INC.
                 Condensed Consolidated Statements of Operations
           (Going Concern Basis) (in thousands, except per share data)
                                   (Unaudited)

                                                                Six Months Ended
                                                                  June 30, 2002
                                                                ----------------

Revenue                                                             $    996

Operating expenses:

      Technical staff                                                    731

      Research and development                                         1,925

      Selling and administrative staff                                 1,088

      Other expenses                                                     356
                                                                    --------

Total operating expenses                                               4,100
                                                                    --------

Loss from operations                                                  (3,104)

Interest income                                                          118

Loss before income taxes                                              (2,986)

Benefit from income taxes                                               (605)
                                                                    --------

Net loss                                                            $ (2,381)
                                                                    ========

Basic and diluted loss per share                                    $  (0.23)
                                                                    ========

Shares used in basic and diluted loss per share calculation           10,227
                                                                    ========

See accompanying notes.


                                     Page 5
<PAGE>

                                  CONCERO INC.
                 Condensed Consolidated Statements of Cash Flows
                      (Going Concern Basis) (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                      June 30, 2002
                                                                                     ----------------
<S>                                                                                      <C>
Operating activities

Net loss                                                                                 $(2,381)

Adjustments to reconcile net loss to net cash used in operating activities:

    Depreciation and amortization                                                            356

    Write-off of excess property and equipment reserve                                       280

    Bad debt expense, net of recoveries                                                     (502)

    Changes in operating assets and liabilities:

          Accounts receivable                                                              1,308

          Unbilled revenue under customer contracts                                          557

          Prepaid expenses and other current assets                                          144

          Trade payables                                                                      43

          Accrued expenses and other current liabilities                                  (2,777)

          Income taxes                                                                      (593)
                                                                                         -------

Net cash used in operating activities                                                     (3,565)

Investing activities

Sale (purchase) of short term investments, net                                               (12)

Acquisition of property and equipment                                                       (166)
                                                                                         -------

Net cash provided by investing activities                                                   (178)

Financing activities

Proceeds from issuance of common stock, net of issuance cost                                   3
                                                                                         -------

Net cash provided by financing activities                                                      3
                                                                                         -------

Net increase (decrease) in cash                                                           (3,740)

Cash, beginning of period                                                                  4,141
                                                                                         -------

Cash, end of period                                                                      $   401
                                                                                         =======
</TABLE>

See accompanying notes.


                                     Page 6
<PAGE>

Notes to Financial Statements

1. Cessation of Operations and Orderly Wind Down

      With the continued deterioration of economic conditions in the United
States and the resultant negative impact on spending by cable operators and the
availability of capital, the Company's Board of Directors extensively explored
and evaluated various strategic alternatives that would protect the interests of
stockholders and enhance stockholder value. The Board of Directors concluded
that the liquidation of the Company was in the best interests of stockholders,
and accordingly, on August 8, 2002 approved a resolution directing the cessation
of the Company's operations and the liquidation of the Company, subject to
required stockholder approval. The Company adopted the liquidation basis of
accounting for periods subsequent to June 30, 2002. On November 15, 2002, the
Board of Directors adopted resolutions which authorized, subject to stockholder
approval, the orderly liquidation of our assets pursuant to the Plan of Complete
Liquidation, Dissolution and Distribution (the "Plan of Dissolution"). The
Company has ceased its operating activities and has substantially completed the
orderly wind down of its affairs, including the termination of all but one of
our employees, the satisfaction of most obligations to third parties and the
establishment of reserves for contingent liabilities. The Company has retained
one employee to conduct these activities. If the requisite approval of our
stockholders is received at the Company's 2003 Annual Meeting of Stockholders on
December 2, 2003, we intend to thereafter begin distributing to our stockholders
any cash that is available after satisfying all of our liabilities. The Board of
Directors anticipates that there will be adequate net cash available to declare
cash distributions to stockholders. However, as described in Note 8, no
distributions have been declared and no assurances can be given that available
cash and amounts received on the sale of assets will be adequate to make cash
distributions to stockholders following the provision for obligations,
liabilities, expenses and other claims.

2. Adoption of Liquidation Basis of Accounting

      The Company has adopted the liquidation basis of accounting for the
presentation of its consolidated financial statements for periods subsequent to
June 30, 2002. This basis of accounting is appropriate when, among other things,
liquidation of a company appears imminent and the net realizable values of its
assets are reasonably determinable. Under the liquidation basis of accounting,
the Company has stated its assets at their net realizable values, contractual
liabilities at contractual amounts, and estimated costs through the liquidation
date are recorded to the extent they are reasonably determinable. The
liquidation basis of accounting requires many estimates and assumptions, and
there are substantial uncertainties in carrying out the orderly wind down of
operations. The actual values and costs are expected to differ from the amounts
shown herein and could be higher or lower than the amounts recorded. Changes in
the estimated net realizable value of assets, contractual liabilities and
estimated costs through the liquidation date will be recorded in the period such
changes are known. Differences between the estimated net realizable values and
actual values based on cash transactions will be recognized in the period in
which the cash transactions occur.

      The accompanying statement of net assets in liquidation as of September
30, 2003 and the statement of changes in net assets in liquidation for the three
and nine month periods ended September 30, 2003 and for the three month period
ended September 30, 2002 contain, in the opinion of management, all adjustments
that management considers necessary to present fairly the net assets available
in liquidation at September 30, 2003.


                                     Page 7
<PAGE>

3. Related Party Transactions

      Effective since September 1, 2002, the Chief Financial Officer of Pencom
Systems, Inc. ("Pencom") has been the Chief Executive Officer of the Company.
Two of Pencom's majority stockholders and its Chief Financial Officer are
members of the Company's Board of Directors. Compensation earned by the Chief
Executive Officer during the three months and nine months ended September 30,
2003 was $27,750 and $83,250, respectively. Compensation earned by non-employee
board members for the three months and nine months ended September 30, 2003
totaled $11,250 and $33,750, respectively. The Company previously has utilized
non-exclusive recruiting services provided by Pencom.

4. Other Assets

      Other assets at September 30, 2003 and December 31, 2002 consist primarily
of a $189,000 certificate of deposit pledged to secure a letter of credit issued
by a bank for the benefit of the Company's Austin facilities landlord, see Note
6.

5. Accrued Expenses and Other Liabilities

      Accrued expenses and other liabilities at September 30, 2003 and December
31, 2002 include provisions for known liabilities, including the lease
obligations discussed more fully in Note 6, provisions for certain asserted
claims, and the estimated costs of the liquidation of the Company including
costs of the cessation of operations and orderly wind down of the Company's
affairs. During the nine months ended September 30, 2003, estimated accrued
expenses and other liabilities in liquidation decreased approximately $383,000,
which was comprised of a decrease in lease commitments, primarily as a result of
an increase in estimated sublease income, net of real estate brokerage fees, of
$537,000 and an increase in other liabilities of approximately $154,000, net.

      Estimated accrued expenses and other liabilities include salaries and
related expenses of officers and employees, legal and accounting fees, other
professional fees, insurance and office expenses expected to be incurred during
the period of liquidation and include the following (in thousands):

                                       December 31, 2002     September 30, 2003
                                       ----------------------------------------
Lease costs                                 $1,176                $  412
Professional fees                              514                   505
Salaries and director fees                     455                   167
Insurance                                      138                    10
Other                                          487                   185
                                       ----------------------------------------
                                            $2,770                $1,279
                                       ========================================

      The Board of Directors has adopted a plan of complete liquidation,
dissolution and distribution, which is subject to stockholder approval. After
stockholder approval of the plan and the filing of a certificate of dissolution
with the Delaware Secretary of State, the Company intends to close its stock
transfer books and discontinue recording transfers of its shares of common stock


                                     Page 8
<PAGE>

except by will, intestate succession or operation of law. In order to curtail
expenses, the Company intends to petition the Securities and Exchange Commission
for relief from its periodic reporting requirements under the Securities
Exchange Act of 1934 following the filing of the certificate of dissolution. The
estimated closing costs used herein assume that the Company will be granted
relief from such periodic reporting requirements or that such requirements will
otherwise no longer be required, but they include costs associated with the
filing of current reports on Form 8-K to disclose material events relating to
our liquidation and dissolution.

6. Lease Obligations

      The Company is obligated under lease commitments for approximately 11,072
square feet of office space in Austin, Texas expiring July 31, 2007, of which
all but approximately 2,600 square feet have been subleased to unaffiliated
parties. The Company remains contingently liable for lease obligations in the
event of default by any sublessees. The Company estimates that the unpaid
contractual obligations, including estimated operating expenses, pursuant to its
Austin lease commitments are approximately $979,000, which is reflected net of
estimated sublease income of approximately $567,000 in accrued expenses and
other liabilities on the Consolidated Statement of Net Assets in Liquidation at
September 30, 2003. If the Company successfully markets the remainder of the
leased office space, the actual cash costs could differ from the estimated
contractual obligation.

7. Shares Used in Computation of Net Assets in Liquidation

      The following table sets forth calculation of shares used in the
computation of net assets available in liquidation per share at December 31,
2002 and September 30, 2003 (in thousands):

<TABLE>
<CAPTION>
                                               December 31, 2002     September 30, 2003
                                               ----------------------------------------
<S>                                                 <C>                   <C>
Shares of common stock                              10,238                10,238
Effect of dilutive securities
    Employee stock options                              --                     4
    Warrants                                           139                   144
                                               ----------------------------------------
Shares used in computation                          10,377                10,386
                                               ========================================
</TABLE>

For the purpose of computing net assets available in liquidation per share at
December 31, 2002 and September 30, 2003, the effect of employee stock options
and warrants were determined using the treasury share method for those
exercisable options and warrants that would be dilutive to common stockholders.

8. Stockholder Distributions

      Uncertainties as to the precise net realizable value of the Company's
assets, the ultimate cash settlement amount of liabilities and actual expenses
of the liquidation and dissolution of the corporation make it impracticable to
predict the aggregate cash amount ultimately distributable to stockholders.


                                     Page 9
<PAGE>

Management and the Company's Board of Directors anticipate that available cash
and amounts received on the sale of assets will be adequate to provide for the
Company's obligations, liabilities, expenses and claims (including contingent
liabilities) and to make cash distributions to the Company's stockholders. The
Board of Directors has not declared a distribution to stockholders, and no
assurances can be made that available cash and amounts received on the sale of
assets will be adequate to make cash distributions to the Company's stockholders
following our provision for the Company's obligations, liabilities, expenses and
other claims.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

      The following discussion and analysis contains forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 that involve risks and uncertainties,
such as statements for the plans, objectives, expectations and intentions of
Concero. Such forward looking statements are generally accompanied by words such
as "plan," "estimate," "expect," "believe," "could," "would," "anticipate,"
"may," or other words that convey uncertainty of future events or outcomes.
These forward-looking statements and other statements made elsewhere in this
report are made in reliance on the Private Securities Litigation Reform Act of
1995. The cautionary statements made in this Form 10-Q should be read as being
applicable to all related forward-looking statements whenever they appear in
this Form 10-Q. Our actual results could differ materially from the results
discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
under the section below entitled "Factors That May Affect Future Results,
Financial Condition and Market Price of Securities" as well as those cautionary
statements and other factors set forth elsewhere herein.

Cessation of Operations

      As previously disclosed, Concero has ceased operations and is in the
process of an orderly wind down of its affairs. With continued deterioration of
economic conditions in the United States and resultant negative impact on
spending by cable operators and the availability of capital, our board of
directors extensively explored and evaluated various strategic alternatives that
would protect the interests of stockholders and enhance stockholder value. Our
board of directors concluded that the liquidation of Concero was in the best
interests of its stockholders, and accordingly, on August 8, 2002 approved a
resolution directing the cessation of the Concero's operations and the
liquidation of the corporation, subject to required stockholder approval. On
November 15, 2002, our board of directors adopted resolutions which authorized,
subject to stockholder approval, the orderly liquidation of our assets pursuant
to a Plan of Complete Liquidation, Dissolution and Distribution (the "Plan of
Dissolution"). At Concero's 2003 Annual Meeting of Stockholders on December 2,
2003, stockholders will be asked to approve the Plan of Dissolution.

      Concero has adopted the liquidation basis of accounting for the
presentation of its consolidated financial statements for periods subsequent to
June 30, 2002. Under the liquidation basis of accounting, assets are stated at
their net realizable values, contractual liabilities are stated at contractual


                                    Page 10
<PAGE>

amounts, and estimated costs through the liquidation date are recorded to the
extent they are reasonably determinable. The liquidation basis of accounting
requires many estimates and assumptions and there are substantial uncertainties
in carrying out the orderly wind down of operations. Changes in the estimated
net realizable value of assets, contractual liabilities and estimated costs
through the liquidation date will be recorded in the period such changes are
known. Differences between the estimated net realizable values and actual values
based on cash transactions will be recognized in the period in which the cash
transactions occur. The actual values and costs are expected to differ from the
amounts shown herein and could be higher or lower than the amounts recorded.

Orderly Wind Down

      We have substantially completed the orderly wind down of our affairs,
including the release of our employees, the selling of assets and the settling
of our obligations. Since December 31, 2002, we have had only one employee, who
has been retained to conduct these activities.

      In January 2003, we completed the sale of our Marquee software suite and
related assets to Motorola, Inc. in consideration of the extinguishment of
approximately $333,000 in liabilities owed by us to Motorola. Through September
30, 2003, we have sold substantially all of our non-cash assets. We have sold an
immaterial amount of our assets to certain of our affiliates; however, the
aggregate value of these assets is less than $2,000. The terms of each of these
sales to affiliates have been substantially similar to the terms of our sales of
similar assets to independent third parties. We do not intend to sell any of our
other assets to any of our affiliates or related parties of our affiliates in
connection with our liquidation.

      We lease approximately 11,000 square feet in Austin, Texas, of which all
but approximately 2,600 square feet has been subleased to unaffiliated parties.
We remain contingently liable for lease obligations in the event of default by
any sublessees. We may engage a real estate broker in the future to market the
remainder of our leased properties for sublease.

      The valuation of assets at their estimated net realizable values,
contractual liabilities at contractual amounts and costs through the liquidation
date necessarily requires many estimates and assumptions and there are
substantial uncertainties in carrying out the orderly wind down of operations.
The actual values and costs are dependent on a variety of factors, including,
without limitation, the actual proceeds realizable from the sale of our assets,
the ultimate settlement amounts of the our liabilities and obligations, and the
actual costs incurred in the orderly wind down of our affairs, including
administrative costs incurred during the liquidation period. Consequently, the
actual values and costs are expected to differ from the amounts shown herein and
could be higher or lower than the amounts recorded. Therefore, it is not
presently determinable that available cash and amounts received on the sale of
assets will be adequate to make cash distributions to our stockholders following
our provision for obligations, liabilities, expenses and other claims.

Liquidity and Capital Resources

      As of September 30, 2003, we had cash, cash equivalents and short-term
investments totaling approximately $6.0 million, down from $6.7 million at
December 31, 2002.


                                    Page 11
<PAGE>

      As of September 30, 2003, we did not have any material commitments for
capital expenditures.

      Contractual and estimated liabilities through liquidation have been
accrued in the Statement of Net Assets in Liquidation at September 30, 2003.

      We are obligated for approximately 11,000 square feet of office space
through non-cancelable operating lease arrangements. At September 30, 2003, our
future minimum rental commitments, including an estimate of operating expense
escalation, totaled approximately $979,000. As of September 30, 2003, all but
approximately 2,600 square feet of our leased office space has been subleased to
unaffiliated parties. Contractual lease obligations are included in the
accompanying Statement of Net Assets in Liquidation as of September 30, 2003 net
of projected sublease income of approximately $567,000. We remain contingently
liable for lease obligations in the event of default by any sublessees. We may
engage a real estate broker in the future to market the remainder of our leased
office space for sublease. If we are successful in marketing this leased office
space, the actual cash costs could differ from the estimated contractual
obligation.

      Our board of directors anticipates that there will be adequate net cash
available to declare cash distributions to stockholders, but no distributions
have been declared and no assurances can be made that available cash and amounts
received on the sale of assets will be adequate to make cash distributions to
our stockholders following our provision for obligations, liabilities, expenses
and other claims.

Factors That May Affect Future Results, Financial Condition and Market Price of
Securities

Stockholders could be liable to the extent of liquidating distributions received
if contingent reserves are insufficient to satisfy the company's liabilities.

      If we fail to create an adequate contingency reserve for payment of our
expenses and liabilities, or if we transfer our assets to a liquidating trust
and the contingency reserve and the assets held by the liquidating trust are
less than the amount ultimately found payable in respect of expenses and
liabilities, each stockholder could be held liable for the payment to creditors
of such stockholder's pro-rata portion of the excess, limited to the amounts
previously received by the stockholder in distributions from us or the
liquidating trust.

      If a court holds at any time that we have failed to make adequate
provision for our expenses and liabilities or if the amount ultimately required
to be paid in respect of such liabilities exceeds the amount available from the
contingency reserve and the assets of the liquidating trust, our creditors could
seek an injunction against the making of distributions under the Plan of
Dissolution on the grounds that the amounts to be distributed are needed to
provide for the payment of our expenses and liabilities. Any such action could
delay or substantially diminish the cash distributions to be made to
stockholders and/or holders of beneficial interests of any liquidating trust
under the Plan of Dissolution.

We may not be able to complete the liquidation of Concero in a manner that
provides maximum value to stockholders, and we may not adequately provide for
our debts and obligations.


                                    Page 12
<PAGE>

      We have ceased operations and are liquidating and dissolving our company.
We have had only one employee since December 31, 2002, who we retained to attend
to the orderly disposition of our assets and liabilities. We may not be able to
negotiate the orderly extinguishment of all of our remaining obligations to
creditors and other third parties. These remaining obligations include building
and facilities leases, business agreements with third parties, and agreements
with vendors. In addition, Concero retains contingent liability for lease
obligations in the event of default by any sublessees. Although we believe we
made adequate provisions for the satisfaction of our debts and liabilities,
there is a general risk that we have not adequately anticipated the amount of
such debts and liabilities. We remain contingently liable for lease obligations
in the event of default by any sublessees. The total amount of capital, if any,
returned to stockholders after the dissolution and liquidation of the company
will depend on our ability to maximize the consideration we receive for our
assets, minimize the amount we must expend to settle our debts and other
liabilities, minimize our contingent liability for office facility sublease
agreements and, to a lesser degree, expedite the liquidation process.

      In addition, we will experience negative cash flow as we complete the
dissolution and liquidation of Concero. This negative cash flow will increase
with the length of the dissolution and liquidation process and may cause a
corresponding decrease in the amount of capital, if any, returned to
stockholders.

We may continue to incur the expense of complying with public company reporting
requirements.

      We have an obligation to continue to comply with the applicable reporting
requirements of the Securities Exchange Act of 1934, as amended, even though
compliance with such reporting requirements is economically burdensome. In order
to curtail such expenses, after filing our certificate of dissolution upon
stockholder approval of the Plan of Dissolution, we intend to seek relief from
the SEC from a substantial portion of the periodic reporting requirements under
that Act. If such relief becomes available, we will continue to file current
reports on Form 8-K to disclose material events relating to our liquidation and
dissolution along with any other reports that the SEC may require.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

      Information concerning market risk is contained on page 18 of our 2002
Annual Report on Form 10-K and is incorporated by reference to such annual
report.

Item 4. Controls and Procedures

      (a) Evaluation of disclosure controls and procedures. We maintain
disclosure controls and procedures designed to provide reasonable assurance that
information required to be disclosed in the periodic reports we file with the
Securities and Exchange Commission, or SEC, is recorded, processed, summarized
and reported within the time periods specified in the rules of the SEC. The
pending dissolution and liquidation of Concero, and the corresponding reduction
in the number of our employees to one, has significantly affected our internal
controls and procedures. These terminations included the terminations of our
prior chief executive officer, our prior chief financial officer and all other
individuals supporting our disclosure and internal controls efforts in the third
and fourth quarters of 2002. These terminations were significant contributing


                                    Page 13
<PAGE>

factors to the late filing of our Form 10-K for the year ended December 31, 2002
and our Form 10-Q for the quarters ended March 31 and June 30, 2003, as well as
this Form 10-Q. As of the end of the period covered by this Form 10-Q, our sole
employee, who has served as our principal executive officer since August 2002
and our principal financial officer since January 2003, carried out an
evaluation of the design and operation of these disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, and
considering the reduced complexity of our disclosure and internal controls
requirements following the cessation of our business and the commencement of our
dissolution, our principal executive and financial officer concluded that our
disclosure controls and procedures are effective in timely alerting him to
material information relating to Concero (including our consolidated
subsidiaries) required to be included in our periodic SEC filings.

      (b) Changes in internal controls. There have been no significant changes
in internal controls or other factors that could significantly affect our
internal controls subsequent to the date of our evaluation.


                                    Page 14
<PAGE>

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

            31    Additional Exhibit: Section 302 certifications
            32    Additional Exhibit: Section 906 certifications

      (b)   Reports on Form 8-K. We did not file any reports on Form 8-K during
            the period covered by this Quarterly Report on Form 10-Q.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      CONCERO INC.


                                      By: /s/ Kevin B. Kurtzman
                                          ------------------------------------
                                          Kevin B. Kurtzman
                                          Chief Executive Officer, President,
                                          Secretary and Director
                                          (Principal executive, financial and
                                          accounting officer)

Date: November 17, 2003


                                    Page 15
<PAGE>

                                  CONCERO INC.
                                INDEX TO EXHIBITS

    Exhibit
    Number                Description
    ------                -----------

      31         Section 302 certifications
      32         Section 906 certifications


                                    Page 16